1-800-FLOWERS.COM (FLWS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 10, 2025, to elect nine directors, ratify BDO USA, P.C. as auditor, and approve an amendment to the 2003 Long Term Incentive and Share Award Plan to increase authorized shares by 5,000,000.

• Shareholders can vote online, by phone, or by mail, with Class A shares having one vote and Class B shares ten votes each.

• The company emphasizes cost savings and environmental impact reduction by delivering proxy materials primarily via the Internet.

Voting matters and shareholder proposals

• Proposals include electing nine directors, ratifying BDO as auditor for fiscal 2026, and amending the 2003 Long Term Incentive and Share Award Plan.

• Shareholders may submit proposals for the 2026 meeting between August 12 and September 11, 2026.

Board of directors and corporate governance

• Board consists of 12 directors, with nine nominees for election; most are independent per NASDAQ rules.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Technology and Cybersecurity.

• Board leadership structure does not require separation of Chairman and CEO roles; currently, no lead independent director.

• Director resignation policy in place for majority withhold votes.